ANGELICA CORPORATION
Exhibit
10.3
XXXXXXXX
CORPORATION
1999
PERFORMANCE PLAN
This
Restricted Stock Agreement (this “Agreement”) is made and entered into as of
_______________by and between Xxxxxxxx Corporation, a Missouri corporation
(the
“Company”) and ______________ (“Employee”).
WHEREAS,
Employee has been designated a participant in the Company’s Long-Term Incentive
Program for the 2006 - 2008 performance period; and
WHEREAS,
in consideration of the foregoing, the Board of Directors of the Company
desires
to award restricted shares of the Company’s common stock, $1.00 par value (the
“Common Stock”), to Employee under and in accordance with the terms of the
Company’s 1999 Performance Plan (“Plan”), and Employee desires to receive such
shares on the terms and conditions, and subject to the restrictions, herein
set
forth; and
NOW,
THEREFORE, in consideration of the terms and conditions herein contained
and for
other good and valuable consideration, the receipt and sufficiency of which
is
hereby acknowledged by each of the parties hereto, the parties hereby agree
as
follows:
Section
1. Definitions.
As
used
in this Agreement, the following terms shall have the following
meanings:
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A.
|
“Award”
means the award provided for in Section
2.
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|
B.
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“Board
of Directors” means the Board of Directors of the
Company.
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C.
|
“Cause”
means (i) Employee’s willful and continued failure to substantially
perform his duties and responsibilities with the Company (other
than as a
result of incapacity due to a physical or mental condition), after
a
written demand for substantial performance is delivered by the
Company to
Employee in which there is a specific identification of the manner
in
which Employee is not substantially performing his duties and
responsibilities; (ii) Employee’s commission of an act constituting a
criminal offense involving moral turpitude, dishonesty or breach
of trust;
or (iii) Employee’s material breach of the terms of any employment
agreement between Employee and the
Company.
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|
D.
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“Date
of Award” means _____________.
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E.
|
“Disability”
means that Employee has been unable to perform the duties and
responsibilities then required of him on a full-time basis for
a period of
180 consecutive business days by reason of physical or mental condition.
Disability
|
shall
be
deemed to exist when certified by a physician or physicians selected by the
Company who are acceptable to Employee or Employee’s legal representative, such
agreement as to acceptability not to be unreasonably withheld.
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F.
|
“Performance
Period” means the period of three consecutive fiscal years of the Company,
commencing January 29, 2006.
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G.
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“Period
of Restriction” means with respect to the Restricted Shares, the period of
time between the Date of Award and the date that the Restrictions
lapse in
whole or in part or the Restricted Shares are forfeited in whole
or in
part, as set forth in Sections 3 and 4(a) of this
Agreement.
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|
H.
|
“Restricted
Shares” means the number of shares of the Company’s Common Stock being
granted pursuant to Section 2 of this Agreement, as well as any
additional
shares of Common Stock or other securities that may be issued after
the
date of the initial grant pursuant to Section 8 of this Agreement.
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I.
|
“Restrictions”
mean the restrictions on the Award as provided for in Sections
3 and 4 of
this Agreement.
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Section
4.
Forfeiture
of Shares if Maximum Performance Goals are not Achieved or in the Event Employee
Engages in Competition.
(a)
Forfeiture
of Shares if Performance Goals are not Achieved.
If
Employee shall have been continuously employed by the Company from the Date
of
Award through the end of the Performance Period, or Restricted Shares remain
outstanding following termination of employment during the Performance Period,
the number of Restricted Shares to be forfeited by Employee, if any, shall
be
the portion of the Restricted Shares awarded hereunder (or of the Restricted
Shares remaining following a partial forfeiture pursuant to Section 3 hereof)
that have not been earned by Employee based on achievement of the performance
goals established under the Company’s Long-Term Incentive Program, as set forth
in Attachment A.
(b) Forfeiture
of Shares if Employee Engages in Competition.
If,
during the two-year period immediately following the Performance Period Employee
engages in competition, all Restricted Shares then outstanding shall be
immediately forfeited to the Company, without any consideration paid to
Employee, and, thereafter, Employee shall have no further rights with respect
to
such Restricted Shares. For purposes of this Section 4(b), the Employee shall
be
deemed to have engaged in competition if the Employee, without prior written
approval of the Board of Directors, becomes an officer, employee, agent,
partner, or director of any business enterprise in substantial direct
competition with the Company or any of its subsidiaries. A business enterprise
shall be deemed to be in substantial direct competition with the Company
if such
entity competes with the Company or its subsidiaries in any business in which
the Company or any of its subsidiaries is engaged and is within the Company’s or
the subsidiary’s market area.
(c)
Lapse
of Restrictions in the Event of a Change of Control.
Notwithstanding Sections 4(a) and 4(b) hereof, in the event of a Change of
Control as defined in the 1999 Performance Plan, outstanding
restricted shares will thereupon be deemed earned, the restrictions on such
shares will immediately lapse, and thereafter the
non-compete provisions set forth in Section 4(b) and the limitations on transfer
set forth in Section 5 hereof shall immediately cease to apply.
Section
5. Limitations
on Transfer.
Subject
to Section 10 (concerning tax withholding), Restricted Shares may not be
sold,
assigned, transferred, exchanged, pledged, hypothecated, or otherwise encumbered
during the Performance Period and, except as provided in Section 4(c), during
the two-year period immediately thereafter, and no such sale, assignment,
transfer, exchange, pledge, hypothecation, or encumbrance, whether made or
created by voluntary act of Employee or of any agent of such Employee or
by
operation of law, shall be recognized by, or be binding upon, or shall in
any
manner affect the rights of, the Company or any agent or any custodian holding
certificates for such Restricted Shares.
Section
6. Shareholder
Rights during Period of Restriction.
Unless
and until such Restricted Shares are forfeited as set forth in Sections 3
and 4
hereof, Employee shall have all of the rights of a shareholder of the Company
with respect to Restricted Shares, including the right to vote and to receive
dividends on the Restricted Shares, unless and until such Restricted Shares
are
forfeited pursuant to this Agreement.
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Section
7. Issuance
of Shares.
No
certificates for shares of Common Stock shall be issued before the end of
the
Period of Restriction and the expiration of the nontransferability period,
but
the Employee’s interest in shares shall be entered in records maintained for
this purpose by the Company. The Company shall issue certificates for the
shares
of Common Stock awarded to the Employee as Restricted Shares pursuant to
this
Agreement as soon as practicable after the last day of the period described
in
Section 5 hereof. Any certificate issued for shares awarded to the Employee
under this Agreement shall be registered in the name of the Employee unless
the
Employee gives written instructions to register such shares in another
name.
Section
8. Adjustment
in Certain Events.
If
there is any change in the Common Stock by reason of stock dividends, split-ups,
mergers, consolidations, reorganizations, combinations or exchanges of shares
or
the like, each Restricted Share under this Agreement shall be adjusted in
the
same manner as any other share of the Company’s Common Stock and the provisions
of this Agreement shall extend not only to the number of Restricted Shares
awarded hereunder, but also to all additional shares of Common Stock or other
securities received by Employee pursuant to any such change with respect
to the
Restricted Shares granted hereunder, which additional shares of Common Stock
or
other securities shall be deemed to be Restricted Shares for purposes of
this
Agreement.
Section
9. Amendment.
This
Agreement may be amended by mutual consent of the parties hereto by written
agreement.
Section
10. Withholding.
The
Company shall have the right to withhold from or require Employee to pay
to the
Company any amounts required to be withheld by the Company in respect of
any
federal, state or local taxes in respect of the Restricted Shares or any
compensation under this Agreement. Employee may elect to have such withholding
satisfied by a reduction in the number of Restricted Shares deliverable to
Employee under this Agreement at such time, such reduction to be calculated
based on the average of the high and low market prices per share of stock
on the
date of such election.
Section
11. Governing
Law.
This
Agreement shall be construed and administered in accordance with the laws
of the
State of Missouri.
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IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed as
of the
day first written above.
XXXXXXXX
CORPORATION
By: _________________________________
Xxxxxxx
X. X’Xxxx
Chief
Executive Officer
EMPLOYEE
_______________________________________
Printed
Name: ____________________________
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